Andrew Fawthrop
VAALCO ENERGY INC /DE/About Andrew L. Fawthrop
Independent Chairman of the Board at VAALCO Energy (EGY), age 72, serving since October 2014 and as Chairman since December 2015. He spent 37 years at Unocal and Chevron in international leadership roles, including Chair & Managing Director for Chevron Nigeria (2009–2014) and President & Managing Director for Unocal/Chevron Bangladesh (2003–2007). He holds a BSc in Geology and Chemistry and an MSc in Marine Geology from the University of London; prior board/advisory roles include Director at Hindustan Oil Exploration Co. Ltd. (2003–2005) and Advisory Board member at Eurasia Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Nigeria | Chair & Managing Director | 2009–2014 | Led operations and strategy in Nigeria |
| Unocal/Chevron Bangladesh | President & Managing Director | 2003–2007 | Oversaw country leadership and operations |
| Unocal/Chevron (global) | Exploration leadership roles | Various years | Exploration responsibilities across China, Egypt, Indonesia, South America, Africa, Latin America, Europe |
| Hindustan Oil Exploration Co. Ltd. | Director | 2003–2005 | Board role at upstream company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eurasia Group | Advisory Board Member | Not disclosed | Strategic advisory capacity |
| United States Azerbaijan Chamber of Commerce | Member/Participant | Not disclosed | Industry engagement |
| Asia Society of Texas | Member/Participant | Not disclosed | Community/industry engagement |
| Houston World Affairs Council | Member/Participant | Not disclosed | Community/industry engagement |
Board Governance
- Board leadership: Independent Chairman (Fawthrop) with CEO and Chair roles separated to focus CEO on operations and Chair on strategic oversight .
- Independence and composition: 80% of director nominees independent; 100% of Audit, Compensation, and ESG Committee members independent; Chairman is independent .
- Executive sessions: Non-management directors meet in executive session at least at each regularly scheduled Board meeting; sessions presided over by the Chairman .
- Meetings and attendance: In 2024, the Board met 10 times; Audit 4; Compensation 3; ESG 3; Strategic 4; Technical & Reserves 5. Each director attended 100% of Board and committee meetings and attended the Annual Meeting .
| Committee | Role | Independence | 2024 Attendance |
|---|---|---|---|
| Compensation Committee | Chair (Fawthrop) | 100% independent membership | 100% |
| Strategic Committee | Chair (Fawthrop) | Board-delegated authority; membership includes CEO and independent directors | 100% |
| Audit Committee | Member (Chair: Cathy Stubbs) | 100% independent; Stubbs is financial expert | 100% |
| ESG Committee | Member | 100% independent | 100% |
| Technical & Reserves Committee | Member (Chair: Edward LaFehr) | Authorized to engage independent advisors | 100% |
Fixed Compensation
- Policy (2024): Non‑employee directors receive cash retainer and fees; Chair of the Board retainer; committee chair premiums; per‑meeting fees. ESG Chair retainer increased from $15,000 to $20,000 in August 2024; no perquisites; expenses reimbursed .
| Cash Compensation Element | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer (Non-Employee Director) | 50,000 | Annualized |
| Chair of the Board Retainer | 100,000 | Annualized |
| Audit & ESG Committee Chair Retainers | 20,000 | ESG Chair increased to 20k in Aug 2024 |
| Other Committee Chair Retainers | 15,000 | Annualized |
| Board Meeting Fee | 2,000 per meeting | Per meeting |
| Committee Meeting Fee | 1,000 per meeting | Per meeting |
- Actual 2024 compensation for Fawthrop:
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Andrew L. Fawthrop | 217,000 | 85,002 | 302,002 |
Performance Compensation
- Non‑employee director equity grant (time‑based; aligns interests, not performance‑vested): In 2024, each non‑employee director received 14,262 shares of restricted common stock on June 6, 2024, grant date fair value $85,002; vesting on the earlier of first anniversary or first Annual Meeting following grant (no less than 50 weeks), subject to continuous service .
| Grant Date | Award Type | Shares | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| June 6, 2024 | Restricted Common Stock | 14,262 | 85,002 | Vest on earlier of first anniversary or next Annual Meeting, ≥50 weeks, continuous service required |
- Compensation Committee program (under Fawthrop’s chair oversight) uses objective performance metrics for executives. 2024 NEO stock options include multi‑year stock price hurdles; as of April 11, 2025 none achieved . This signals rigor in pay‑for‑performance oversight.
| Executive | Grant Date | Options Granted | Exercise Price ($/share) | Hurdle 1 | Hurdle 2 | Hurdle 3 | Measurement | Deadline | Status (as of Apr 11, 2025) |
|---|---|---|---|---|---|---|---|---|---|
| G.W.M. Maxwell | 6/6/2024 | 261,545 | 5.96 | +15% | +32.25% | +52.5% | 30‑day avg price | 6/6/2034 | None achieved |
| R.Y. Bain | 6/6/2024 | 95,736 | 5.96 | +15% | +32.25% | +52.5% | 30‑day avg price | 6/6/2034 | None achieved |
| T. Pruckl | 6/6/2024 | 127,248 | 5.96 | +15% | +32.25% | +52.5% | 30‑day avg price | 6/6/2034 | None achieved |
| M.R. Powers | 6/6/2024 | 64,966 | 5.96 | +15% | +32.25% | +52.5% | 30‑day avg price | 6/6/2034 | None achieved |
Other Directorships & Interlocks
| Company/Entity | Role | Period | Interlock/Conflict Notes |
|---|---|---|---|
| Hindustan Oil Exploration Co. Ltd. | Director | 2003–2005 | Prior public company board role |
| Eurasia Group | Advisory Board Member | Not disclosed | Advisory role, not a corporate board |
| Compensation Committee Interlocks (EGY) | None reported | 2024 | No interlocks/relationships with other companies involving directors or executives |
Expertise & Qualifications
- Deep international E&P leadership (Africa, Asia, MENA, LatAm, Europe) with operational and strategic credentials from Unocal and Chevron .
- Governance leadership as Independent Chairman and Chair of Compensation and Strategic Committees; member of Audit, ESG, Technical & Reserves committees, reflecting broad oversight capability .
- Educational grounding in geology and chemistry with advanced marine geology training (University of London) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Options Exercisable ≤60 Days | % of Common Stock Outstanding | Shares Outstanding (Context) |
|---|---|---|---|---|
| Andrew L. Fawthrop | 471,089 | 0 | <1% | 105,079,017 (as of April 11, 2025) |
- Insider policy: Hedging and pledging of Company securities by directors and NEOs is prohibited; robust stock ownership guidelines require non‑employee directors to own 5x their annual cash retainer in equity .
Governance Assessment
- Board effectiveness and engagement: Fawthrop presides over an independent, active Board; 2024 attendance was 100% at Board and committee levels, with regular executive sessions led by the Chair—positive signal for oversight and engagement .
- Committee leadership and expertise: Concentrated governance influence as independent Chair and Chair of Compensation and Strategic Committees, plus membership on Audit, ESG, and Technical & Reserves; committee independence and authority to engage advisors enhance checks and balances .
- Pay and alignment: Director pay mix combines cash with annual restricted stock (time‑based vesting), aligning interests without encouraging short-term risk; no perquisites; ESG Chair retainer updated—modest structural change. Equity grants and rigorous executive performance option hurdles under his committee’s oversight indicate pay‑for‑performance discipline .
- Ownership and alignment: Material personal stake (471,089 shares; <1%), with anti‑hedging/pledging policy and robust ownership guidelines—supports alignment with shareholders .
- Conflicts and related parties: No related party transactions involving Fawthrop disclosed; Audit Committee (including Fawthrop as member) reviews/approves related person transactions; one 2024 related party transaction involved the COO’s son’s entity, not directors—monitor but not directly implicating Fawthrop .
- Shareholder sentiment: 2024 say‑on‑pay approval ~84%—acceptable but room for engagement; Compensation Committee employs independent consultant (Meridian) for director pay benchmarking—supports objectivity .
RED FLAGS: None specific to Fawthrop disclosed in 2024–2025 proxies. Governance watchpoint: concentration of roles (Board Chair + Compensation Chair + Strategic Chair) increases influence; mitigants include fully independent committees, strong attendance, advisor access, and executive sessions .